New Universal Threat
by MJ's Angel
Summary: Valtor has a new diabolical plan that involves a familiar Jedi padawan from another universe. Anakin/Ahsoka, Bloom/Sky, Stella/Brandon, Flora/Helia, Musa/Riven, Tecna/Timmy, Aisha/Nabu
1. Chapter 1

**This is my first crossover story. I hope you like it. It takes place before Valtor's defeat. Enjoy.**

Valtor and the Trix were in their secret hideout. The Winx were getting closer to discovering them. Valtor knew he wouldn't be able to stay hidden for long.

"The Winx are hot on my path and I need a new strategy. Any ideas, ladies?"

"How about opening the Omega Dimension portal again. They barely got by the first time."

"Bu they'll easily get by the second time, Icy. Besides, I hate to repeat myself. I need something new."

"What about casting a spell that takes them all out one by one?"

"Much too simple, Stormy. And it takes all the fun out of destroying them slowly."

"Get them all together and we can all destroy them together. They'll be no match against us."

"Bloom has grown much too powerful. What I need is something that can beat her at her own game." He thought for a moment, then smirked. "Or someone."

"What do you mean?" He rose from his chair and opened a portal.

"What I mean is to transfer my powers into someone who can advance them. Someone with a strong will and a thirst for knowledge. Someone...in another universe." The Trix gasped.

"Another universe?"

"Are you crazy?"

"That plan is suicide." He turned to them.

"I'm starting to think you under estimate my powers."

"No one has made it to another universe and survived."

"The most powerful wizard couldn't do it. What makes you think you can?"

"It isn't about thought. And it will take more than one wizard to pull it off. With your witch powers combined with my wizard powers, we can open the portal successfully. I shall go to another universe to find the perfect spawn."

"And what are we supposed to do? Wander aimlessly through an unknown universe?"

"Of course not. You three are going to stay here. In exactly three hours, I shall have my perfect spawn and you will lead the Winx straight to me. We shall then see how they'll do."

"Where exactly are you going?"

"A special universe. In a galaxy far, far away."

**Jedi Temple**

Ahsoka Tano was training with her master, Anakin Skywalker. He was quick, but Ahsoka was quicker. She knew his every move and thought. She manipulated that to her advantage. Whether it was sparring or controlling the Force, Ahsoka excelled at it.

"Nice work today, Snips. You've really improved."

"And you haven't."

"Alright. That's enough for today. Take the rest of the day off. You deserve it." Ahsoka's spirits dropped so quickly, Anakin felt it in his heart. "What's wrong, Snips?"

"You don't have to lie to me, Anakin. I know where you want to go. Back to her."

"Ahsoka, we talked about this. I can't leave Padme yet. Not right after she had the twins. She can't do this alone."

"Being there to help her with the twins is one thing, but still being married to her and sleeping with her is another." He wrapped his arms around her.

"I know, Ahsoka, and I'm sorry. You need to understand that ever since Padme had the twins, she's been very unstable. If I leave her this soon, she may take the twins away from me. You know that's the last thing I want. I love you, but we need to hold out a little longer."

"How much longer?"

"I don't know. As soon as Padme calms down, I promise the second she does, I'll leave her and I'll be all yours."

"You're just lucky I stayed with you while knowing this. You know I love you." He kissed her forehead.

"I know and I am grateful that you stayed. I'll try to come back early tonight for us to have a night alone."

Valtor chuckled evilly as he watched the scene of the secret lovers.

"I believe I have found my little spawn. She will become a great sorceress."

"But's she's a Jedi. A good guy. How will she become that powerful?"

"You have much to learn, Stormy. If someone with a good heart is possessed with dark powers, then they will be twice as powerful than someone born with dark powers. It's the perfect combination."

"What makes you so sure she'll accept your powers?"

"I can be very persuasive if I'm not threatening. That will come in time. Our main focus needs to be opening this portal. Laids." They all sat on the floor in a circle holding hands. They concentrated their magic and repeated a spell over and over until the portal fully opened. Valtor stood and admired the portal. "Well done, girls. The portal is opened. In exactly three hours, opened the portal again for my return and make sure the Winx go through."

"Yes, Valtor." He entered the portal and was transported inside the Jedi Temple.

"Now my dear Ahsoka, prepare for a power like never before."

**How was it? Please be honest and nice at the same time. Please R&R.**


	2. Chapter 2

Ahsoka headed to her room after Anakin left. She hated that he had to stay with Padme. He was with her now, not Padme. He doesn't even love Padme anymore. Ahsoka was torn between her love for Anakin and the lie he's been living with Padme for the last two months. She went in her room and locked the door. She sat on her bed and stared out the window at Coruscant.

"Why can't things be easier than this?"

"Perhaps they can." Ahsoka jumped at the sound of the mysterious voice. She turned and saw the source. It was a man with long brown hair, a red coat and purple pants and boots. Ahsoka had never seen this man before and didn't trust him. She immediately took out her lightsabers.

"Who are you and how did you get in here?"

"Pardon my intrusion, young one. My name is Valtor and I have come a long way looking for you."

"How do you know me?"

"It's a rather long story, but I can assure you that I am not here to harm you. I am here with a proposition for you."

"I don't know who you are, but I'm not interested in anything of yours."

"Please hear me out and put away your weapons. I am of no harm to you." She put one of her lightsabers away and kept the other one in front of her.

"I don't trust you."

"I honestly don't blame you. What would a man like me want with a beautiful young woman like yourself?"

"Flattering will get you nowhere. Get to why you're here."

"I am here to offer you a power like no other in this universe."

"Not interested."

"Let me finish. I have a power that will give you anything yout heart desires. You can change your appearance. You could end this war. You can even change reality. Win over someone or...separate some if you wish." Ahsoka actually considered this. If this power is all he says it is, she could end the Clone Wars. She could even make it so Anakin didn't have to stay with Padme and live a lie.

"What's the catch?"

"No catch, my dear. You can have this power and I wish for nothing in return." He summoned up a small gold box. "With this power, you will become what is known as an Enchantix. You will have more power than anyone and use it as you please." She finally put away her lightsaber.

"All that power could be dangerous."

"If used wrongly, yes. Learning to control it is the key. Allow me to show you this power." He opened the box and a shining ball of light flew out and floated into Ahsoka's chest. Her transformation began.

_En-chan-tix, Oh, Enchantix  
Magical powder  
Imagine the power  
Enchantix  
Powers upon me  
Powerful, Magical  
Wonderful dimension  
Powerful, Enchantix  
Incredible vision  
Incredible power  
Winx, Enchantix_

Ahsoka was dressed in a sparkling red tube top and frill mini skirt. She had light pink gloves that went up to her elbows and vines around her ankles. She no longer had montrols. She now had short white and blue hair and wings of the same color. She floated in mid air. Valtor's marks glowed on her chest.

"Well? How do you like it?"

"Will I always look this way?"

"Only when you transform. When you do, you access all of your powers. I'm not at liberty to tell what your powers are. It's best that you discover tham for yourself."

"I'm still not sure about this. It feels wrong. Jedi are not supposed to seek power."

"But you didn't seek it, did you? I came to you in your emotional time of need. You can use the powers anyway you want. I won't tell you how." He opened the box again and the power left Ahsoka and returned to it. He turned the box into a locket and put it around her neck. "I won't tell you to use the power, but I will allow you to keep it anyway. You shall know when to use it. When that time comes, all you have to do to transform is say 'Enchantix' and the powers will do the rest."

Ahsoka looked at the trinket around her neck. She looked back to Valtor, but he was gone. She examined the locket again. It had his mark on it and the same mark was still on her chest. She was glad that the locket covered the symbol. She decided to test out her new powers.

**Alphea**

The Winx were called to Ms. Fairgonda's office. The search for Valtor was still going on. No one wanted him found more than Bloon. She wanted to know what happened to her parents. They reached Ms. Fairgonda's office.

"Thank you for coming, girls."

"What is it you wanted to see us about?"

"There has been a great disturbance. Valtor has opened a portal to another universe." All the girls were in shock.

"That's impossible. No one can open a new universe portal. He can't be that powerful."

"Right you are, Tecna. He couldn't have opened it alone. It would take his power and the power of the Trix."

"So, what you're saying is Valtor is in another universe?"

"Yes, Musa, but it appears he went alone. The Trix are still in the Magix Dimension."

"But that makes no sense. Why would he go to another universe without the Trix?"

"I don't know, Bloom. I'm not even sure why he went to another universe in the first place. That is what I need you girls to figure out. I want you and the Specialists to find the Trix and see why he left. Then bring him back before he ruins another universe."

"But how do we find them? After they left Cloud Tower, they've disappeared."

"My senses tell me that the portal was opened on Andros. You should start there."


	3. Chapter 3

Ahsoka had no idea what to do with her new powers ot how to even use them. She went up to the roof to think. She could see all of Coruscant. The last attack there was devasting and she didn't want it to happen again. The war had gone on long along enough. It was time for it to end. She took her locket and examined it for a second.

"This is where the war end. And the Republic will win." She took a deep breath. "Enchantix!"

_Enchantix  
Magical powder  
Imagine the power  
Enchantix  
Powers upon me  
Poweful, Magical  
Wonderful dimension  
Powerful Enchantix  
Incredible vision  
Incredible power  
Winx Enchantix_

She flew up to the sky and, using every power she had, she spun into a blue funnel cloud. The galaxy formed around her. She could see every planet affected by the war. She could feel the pain of the planets and its people. This was ending now.

"By all the forces of the universe, end this war and cease all the hostility!" A burst of energy erupted from her. Valtor's mark on her chest glowed bright. On every planet in the galaxy was reborn into its original glory. The funnel disappeared and Ahsoka was worn out. She landed back on the roof and collasped.

Valtor chuckled darkly as he watched the entire time. Icy scoffed.

"All she did was end that war. Was that a part of your master plan?"

"As a matter of fact, it was. It was a part of my master plan."

"But she's using her powers for good."

"Yes, Darcy, she is." The Trix were confused. "You see, when someone gains a new power stronger than any, they learn all they can possibly do. Ending the war in her universe is just the start, but soon her heart will be consumed by darkness and she will become a great asset to me."

"But what if she becomes more powerful that you? She may turn against you."

"Not to worry, girls. That won't happen. And I'll make sure of it."

**Temple Medical Wing**

When Ahsoka awoke, her vision was blurry and the light was bright. Once it cleared, she saw Masters Windu, Plo, Obi-Wan and Yoda and Anakin.

"What's going on? Where am I?"

"You're in the Temple's Medical Wing, young one." Obi-Wan answered.

"Why? What happened?"

"Found you on the roof, we did. Unconscious, you were." She carefully sat up.

"Who are you, little one?" Plo asked. Ahsoka was puzzled by the question.

"What do you mean..." She lifted her arm and saw the long pink glove. She looked at her clothes and hair. She knew she was still an Enchantix. "I need to get out of here."

"You're not going anywhere. You're too weak." Usually she would listen to Anakin, but she didn't want anyone to know it was her, not even him.

"I need to go now!" She jumped from the bed and floated in the air. She was a little dizzy from her abruptness.

"You are in no condition to leave." Even Plo couldn't stop her. Once she regained her strength, she blasted a hole in the wall and flew out. Everyone was in shock. They had never seen anything like that before. "What was that?"

"Know, I do not. Find her, we must. A grave disturbance I feel from her. Caught, she must be." Ahsoka flew back up to the roof. She couldn't risk anyone finding out about her new powers. She opened the locket she wore and her powers returned to it and she returned to her normal form. She checked herself to make sure she was completely normal again. Once she was done with that, she decided to go back into the Temple. When she opened the door, she was startled when she saw Master Plo.

"There you are, Lil Soka."

"Master Plo, you were looking for me?"

"Yes. I need your help. You're an excellent tracker, are you not?"

"Well, I'm alright. Why?"

"We're looking for what we believe is a fairy." Her heart jumped. She had hoped that they would've forgotten about her, but it was the exact opposite.

"A...fairy?"

"Yes. She escaped from the Medical Wing not long ago. We need to find her."

"Well, uh, do you know who this...fairy could be?"

"No. All we could identify her by is a strange more on her chest." Her eyes widened. They saw her marked. If anyone saw it, they woulc know she's the one they're looking for. She had to be careful.

"Well, I can't track without something to go on. I need something of hers. A piece of clothing, some sort of DNA."

"All we have is the bed she laid on in the medical wing."

"I guess I could use that. Let's go."

**Andros**

The Winx and the Specialists were on Andros in search for Valtor's secret underground lair. They were on their guard, prepared for anything that came at them.

"Bloom, can you sense Valtor?"

"Yeah. He's definately here. He must've gotten back from the other dimension not long ago."

"I can't believe he would even dare to come back to my planet. He's caused enough damage here already." Nabu took Aisha's hand.

"Don't worry, Aisha. We'll find Valtor and..."

"And what?" The Winx and Specialists stopped as they came face to face with the Trix. "You're going to stop him?"

"That's exactly what we plan to do, Icy." Stormy laughed.

"You'll have to get through us first."

"That's a challenge I'll gladly take to get you witches off my planet!"

"Bring it, Water Fairy." In a flash of lightning, Valtor appeared between them.

"Ladies, calm yourselves. There's no reason to get testy."

"Valtor, you have done enough damage to my world! You and the Trix are not welcomed here! You need to leave!" She gathered a ball of water energy and lunged it at him. He raised his hand and absorbed it.

"Oh, we're not going to be the ones leaving, Princess. You all are!" He and the Trix opened up a portal that pulled the Winx and the Specialists towards it. They tried to fly away from it, but it was no use. They were all pulled back and into the portal. Valtor closed the portal once everyone was gone. "Let's see how they enjoy a new universe and my little surprise."


	4. Chapter 4

Ahsoka told the Council that she wasn't able to search for the mysterious fairy, meaning herself. They understood and left her alone. Now that they were searching for her, she would have to be extra careful with her powers. On the plus side, word got out that the war was over. People rejoiced and celebrated. Ahsoka was proud of herself. Now that she knew she could end a galaxy wide war, she knew how much power she had. She could pretty much do anything.

She laid on her bed, comtemplating what she should do next. Anakin was still in a meeting with the Council. She fiddled with her locket that contained her powers. She opened it and stared at the glowing ball in front of her. She then saw a figurr, then it became clear. It was Padme. That's when it hit her. She should get rid of Padme. Then she could have Anakin all to herself. Padme wouldn't be back for a few days. She would just have to wait for her to come back.

Just then, the glow moved to the center of the room and grew bigger. It looked like a small portal. Ahsoka figure it was. She got up and stepped through it. Next thing she knew, she was in another bedroom. It was bigger than her own and more elaborate. The glow floated in front of her and returned to it's normal size. She touched it and transformed into her Enchantix form. She didn't want anyone to recognize her. She was able to shrink down to the size of a mouse droid. She cautiously flew through the halls in search of Padme. She found her in a conference room alone. She flew in and closed the door behind her. She usedthe Force to lock it. Padme heard the noises and was alerted.

"Hello? Is anyone there?" Ahsoka appeared in front of her and grew to her normal size. Padme was confused about her. She took out a blaster and pointed it at her. "Who are you? Why are you here?"

"Who I am and why I'm here isn't important because you'll be forgetting me in a moment." Padme shot at her three times, but Ahsoka stopped the shots and absorbed them. Her hair grew a few inches longer and she felt a slight spark in her powers. She shot Padme back in her shoulder. Padme fell on the ground, holding her shoulder. She hit her transmitter and a hologram of Anakin came up.

"Padme? What is it?"

"Anakin! There's a..." Ahsoka pushed her away from the transmitter with the Force and flew over to it.

"I don't know who or what you are, but if you touch her..."

"Don't worry. I won't lay a finger on her." She disconnected the transmitter and turned to see that Padme already got the door unlocked and was running down the halls. She smirked and flew down the hall after her. Padme ran into another room and closed the door. There were other senators and a few clones in the room. Senator Organa ran to her and helped her stand.

"Padme, what happened?"

"Something's chasing me. She's...she's..." Ahsoka burst through the door. The clones pointed their blasters at her.

"Freeze! Don't take another step!" Ahsoka smirked devisouly. Her eyes turned a light shade of red.

"Alright. I won't." She used her powers to enhance her Force abilities and put everyone to sleep but Padme. The room darkened to where it looked as if they were surrounded by dark clouds. Padme stood in fear of the fairy.

"What do you want with me? Who are you?" Ahsoka slowly walked up to her, her red eyes glowing.

"I could be your worst nightmare if you allow it."

"What do I have to do to make you go away?" She floated in front of the frightened senator.

"Anakin Skywalker."

"What?"

"Your husband is Anakin Skywalker. We both know he is, so don't deny it."

"What do you want with him?"

"It's not what I want. It's what Ahsoka Tano wants." Padme was even more confused.

"Ahsoka? What does she have to do with anything? She's just Anakin's Padawan. She's harmless."

"There is so much you don't know. You have much to learn."

**Jedi Temple**

The Winx and the Specialists finally fell from the portal. They landed in the Jedi Temple's training room. They shook the dizziness from their heads and observed their surroundings.

"Where are we?"

"Yeah. Where did Valtor send us?"

"I'm not sure, but we have to get back to the Magix Dimension."

"No. We can't." They all looked to Bloom. Sky stepped to her.

"What do you mean we can't?"

"Valtor sent us here for a reason. More than just to get rid of us."

"She's right. If he opened a portal here before, then he must have done something here that could be a major threat to this universe and ours."

"So, we just have to find it and figure out how to stop it."

"And we should start here. My scanners say that the last portal was opend in this temple."

"So, what are we waiting for? Let's start searching."

"Okay. We'll split up. We'll go one way while the guys go another. Don't use your powers unless absolutely neccessary. We're in another universe, so we don't don't to alarm the people here."

"Alright. Let's go. We'll see you on the other side." They left the training room and headed different ways. Walking through the halls felt like walking to a hanging rope. The girls noticed everyone starring and murmuring.

"Bloom, I fell very out of place. Everyone is starring at us. We stand out too much."

"Don't worry, Flora. Just ignore them. We can't afford any distractions."

"Just what is it we're looking for?"

"It's not 'what' we're looking for. It's 'whom.'"

"What do you mean?"

"In the cave, I was able to connect with Valtor's mind. He gave someone in this universe powers that could destroy this universe and ours."

"Why didn't he just use the Trix? I mean, they are his little minions."

"I don't know, but whoever it is, we need to find his or her as soon as possible."

"Hey, guys? What kind of temple is this?"

"Probably monks. Everyone here is wearing robes. So cliche."

"Yeah, but they all have weapons. Almost like the swords the guys have."

"Wait. I think I know where we are. We're in the Jedi Temple."

"The what?"

"Jedi Temple. I learned about it on Lymphea. The Jedi are the peace keepers of this universe. When the Sith became stronger, a prophacy rose saying that the Chosen One will bring peace and balance back to the Force. From what I remember, the Chosen One was never found and said to be just a myth."

"If they're peace keepers, maybe they could help us find Valtor's new minion."

"We have to alert the Jedi Council. They'll be able to alert everyone else."

"Alright. Let's go find the Council."


	5. Chapter 5

**Alderaan**

Once Ahsoka was finished with Padme, she decided to go into the forest to try out her new powers. She's been in the Temple ever since she got them and was never able to test them. She wanted to see what she could and couldn't control. She started with nature. She sat on the grass and closed her eyes. She not only reached to her powers, but she reached to the Force as well. She listened to the sounds and voices of nature. She controlled the cool breeze in the air. She pushed and pulled the current of the river. She heard rustling in the forest. The trees told her she was surrounded by clones and Anakin was leading them. She didn't want to hurt him. When she stood up, the clones jumped out and pointed their blasters at her. Anakin walked in front of the army.

"Alright, fairy. Enough games. You're completely surrounded." She looked sympatheticly at him.

"You shouldn't have gotten involved, Anakin."

"How do you know my name?" She took one steop closer towards him and all the clones' blasters clicked, ready to shoot her down. She took a step back.

"Because I know who you are and you know who I am. You just don't realize it yet. I don't want to hurt you. Stand down."

"You hurt Senator Amidala and you are going to prison." She groaned and rolled her eyes.

"I didn't hurt Padme. I did you a favor."

"Favor? What favor?" She smirked.

"You'll find out soon enough, but for now, I have to go." He ignited his lightsaber.

"You're not going anywhere!"

"Wanna bet?" He ordered the clones to open fire. As they did, Ahsoka formed a protective shield around herself. She opened a portal and went back to the temple. Anakin was frustrated he lost her again. He vowed that he would find her and kill her.

**Jedi Temple**

The Winx found the Council Chambers."Alright. Here we are. Should we go in?"

"It's usually recommended to request a presence with the Council."

"But we don't have that kind of time or resource, Flora."

"Stella's right. We have to warn them now." They entered the chambers and stood before the entire Council. The Council observed the girls.

"Who are you girls?" Bloom spoke for them.

"Master Jedi, my name is Bloom and these are my friends Flora, Musa, Stella, Aisha, and Tecna. We've come seeking your help." The Council exchanged glanes and motioned for them to continue. "We're from another universe different from this one called the Magix Dimension. We were sent here against out will by a wizard named Valtor."

"A wizard, say you?"

"Yes and we are fairies." This caused some murmurs across the Council.

"How many of you are there?"

"Only we are fairies. We were also sent here with a group of young men called the Specialists. They are almost you Jedi, but a few differences. We arrived about an hour ago."

"Well, it so happens that a fairy was found in the Temple yesterday. She disappeared after that, but she was spotted on Alderaan. We lost trace of her again." Realization hit the girls.

"That must be why Valtor came here. He's created his own fairy."

"He may have used someone here in the Temple. MAybe a youngling or Padawan learner."

"If that's so, we may need to inspect them. A change like this should be east to spot." Bloom felt a strange disturbance. It was almost the same feeling she had with Valtor himself.

"Well, whoever she is just returned. I can feel it."

**Ahsoka's Room**

Ahsoka just returned from Alderaan. She hated having to leave Anakin like that, but she couldn't risk him finding out about her powers. She found it harder and harder to hide them. She knew eventually she would be discovered. She left her room to wander and think. If she would eventually be found out, she should probably come clean to Anakin first. If he didn't find the "fairy", he would lose his mind. Her commlink started to beep. She answered it and a hologram of Anakin showed up.

"Hey, Snips."

"Hey, Skyguy. How's it going?"

"Not good. This fairy is really getting on my nerves. She's crafty and she moves too much."

"How close are you to finding her?"

"I'm not sure, but I feel like I'm getting closer to figuring out who she is. She says that I know her, but don't realize it yet. What do you think that means?"

"Maybe she's someone from your past or maybe someone that doesn't like you all that much. Anything come to mind?"

"No. None of them are familiar to me. I'll find out one way or another. Anyway, what's going on with you?"

"Nothing much. Just wandering the halls looking for soemthing to do. Without you here, I'm bored out of my mind. When will you be back?"

"I'm going to check on Padme, then I'll head back. I should be there in a few hours. Can you hold on until then?"

"I don't know. I'm bored half to death here."

"I'll be back as soon as possible."

"Alright, well hurry. I need to talk to you about something very important."

"Okay. I'll see you later."

"Bye." She ended the transmission. She was going to tell him about her. He would probably be furious with her, but she had to tell him. If he didn't find out now, it would only make things worse. While walking down the halls, she saw a group of Padawan girls surrounding something. She went over to see what it was. She broke through the crowd and saw a group of human guys in odd blue uniforms. They were trying to break away from the crowd, but the girls wouldn't budge. Ahsoka didn't know these guys, but decided to help them out. "Hey! All Padawans need to report back to their masters! The Council's orders!"

All the girls slowly started to move away and leave the guys. Soon, they were all gone. The blonde boy stepped to her.

"Thanks for that. We were really in a jam."

"No problem. Who are you guys anyway?"

"We're the Specialists. My name is Sky and these are my friends Riven, Helia, Brandon, Timmy, and Nabu."

"Well, I'm Ahsoka, Jedi Padawan. What are you guys doing in the Jedi Temple anyway? Outsiders aren't allowed."

"We're here looking for someone. We and six others were sent here to find her."

"Maybe I could help you. Who are you looking for?"

"We're not exactly sure, but we do know that she's a fairy." Ahsoka's heart dropped. They were looking for her? Why were they looking for her?

"A fairy? You must be mistaken. Fairies don't exsist."

"We know it's hard to believe, but they do. A wizard from another universe turned someone into fairy. We need to find her immediately." Ahsoka couldn't risk anyone finding out now. She had to get rid of these guys.

"Follow me. I know someone you can talk to."


	6. Chapter 6

After they finished with meeting the Council, the Winx went off to find the guys so they could keep searching for the new fairy.

"We should check in with the guys. See if they found anything yet and let them know about our meeting with the Jedi Council."

"I'll contact Timmy and let them know." Tecna took out her phone and called Timmy. He didn't answer. Everyone else did the same. "That's strange. Timmy always answers."

"Brandon's not answering earlier. He never misses my calls."

"That's weird. Why aren't any of the guys answering their phones?"

"I don't like this, Bloom. What if something happened to the guys?"

"Don't worry, Flora. We'll find them. They couldn't have gone that far. If they were going to leave the Temple, they would've called us and told us."

"Great. Now we have to find this new fairy and the guys."

"Musa, we'll find them. Come on. We have to keep looking. They'll turn up eventually."

**Temple Landing Bay**

Ahsoka went to the landing bay as Anakin finally arrived back. His ship landed and he exited down the ramp as he greeted Ahsoka. They hugged and Anakin kissed her forehead.

"I'm so glad you're back, Ani." They broke apart and walked into the Temple.

"It's great to be back. I need a break from looking for this fairy."

"Let's not talk about the fairy right now. How's Padme? Is she okay?"

"Yeah. She's fine, but... a little different." Ahsoka pretended to be oblivious about it.

"What do you mean?"

"Well, when I went to check on her, she seemed normal, but when I tried to be comforting and husband-like, she just pushed me away. Then she says she wants a divorce. I know I should probably be happy about that, but she was just so... I can't even explain it."

"So, what are you going to do?"

"First, I'm going to do what I promised. I'm going to divorce her so I can be all yours."

"Is she going to keep you from the twins?"

"No. We agreed to have joint custody, but I'm still not completely sure where it came from that she wanted a divorce. It's just..." He trailed off.

"What is it?"

"The fairy." She fought the urge to smirk.

"What about the fairy?"

"She said that she did me a favor when she dealt with Padme, she did me a favor. Maybe this was what she was talking about, but why would she help me with this?"

"That's kinda what I wanted to talk to you about, Anakin. It's about the fairy."

"I know what you want to tell me." Ahsoka's heart beat out of her chest.

"You do?"

"Yes. You want to help me track her down, but I don't want you involved. I don't want you to get hurt." She calmed down a bit, but she still knew the truth had to come out.

"No. That's not it. Its' something else."

"Okay. What is it?"

The Winx Club was walking down the halls when Bloom felt something.

"Wait, girls."

"What is it?"

"I sense her. The fairy. She's near. I can feel it. Maybe I could find her with my Dragon Energy. If she shares all of Valtor's powers, then maybe she shares some of the Dragon Flame too."

"It's worth a shot. Go for it." Bloom held out her hands and closed her eyes.

"Dragon Energy. Find the fairy." She lifted her hands up and released the energy. The girls followed the flaming energy. They then saw the energy heading for a Togruta girl who was talking to a human man. "It's her."

Ahsoka was about to tell Anakin everything from what happened in her room with Valtor to what happened on Alderaan with Padme when she saw a flaming ball heading for her and hit her in the chest. Anakin held her before she fell.

"Ahsoka, are you okay? What was that?"

"I have no idea." He helped her stand again. As she did, the energy that hit her flew from her chest to a group of girls. The red head absorbed the flame. They walked up to them. "What the heck was that? And who are you?"

"We are the Winx and we've come looking for you." Anakin stood closer to Ahsoka.

"Her? What do you want with Ahsoka?"

"Well, it's a little hard to explain. But a long story short, we believe that Ahsoka here is the fairy that you all have been looking for." Ahsoka's heart started to beat uncontrolably. She knew Anakin was going to find out, but she didn't want it to be like that. She wanted t tell him.

"What? Ahsoka's not the fairy."

"Yes, she is. That flaming ball that hit you was the Dragon Energy that you now possess from Valtor's powers. We know you're the fairy." Anakin looked to Ahsoka.

"Ahsoka, is this true?"

"I tried to tell you, Anakin."

"Don't worry. We can help you. We can take your powers away and..." Ahsoka's eyes turned a bright red.

"No! You will not take my powers!" Anakin stepped away from her.

"Ahsoka? Are you okay?"

"It's the dark magic. It's starting to control her mind." Ahsoka backed away from the group, her eyes glowing a darker red.

"Enchantix!"

_Enchantix  
Incredible vision  
Incredible power  
Winx  
Enchantix_

Anakin's eye grew wide with confusion as he saw Ahsoka's transformation. She was the fairy and it was her that's been causing all the confusion. He didn't know how to react. The Winx stepped in front of him.

"Don't worry. We'll handle this. Winx Enchantix!"

_Incredible vision  
Incredible power  
Winx_

"Ahsoka, we don't want to hurt you. We want to help. Valtor is controlling you. This isn't you."

"You know nothing about me! Valtor gave me these powers as a gift. I'm just using them how I want just like he said I should. And right now, I feel a challenge coming on."

"We don't want to fight you." She smirked deviously.

"Fine. If you don't want to fight me, then maybe you'll want to fight your boyfriends!" In a strike of lightning, the guys appeared in front of the Winx. Their eyes were as red as Ahsoka's and they had the mark of Valtor on their necks. "Boys, destroy them!"


	7. Chapter 7

"We don't want to fight you." She smirked deviously.

"Fine. If you don't want to fight me, then maybe you'll want to fight your boyfriends!" In a strike of lightning, the guys appeared in front of the Winx. Their eyes were as red as Ahsoka's and they had the mark of Valtor on their necks. "Boys, destroy them!"

The guys took out their weapons and attacked the girls. Ahsoka floated over them and watched as the girls tried not to hurt their precious boyfriends. As she watched, Anakin ignited his lightsaber and held it to her.

"Ahsoka, I don't know what you're doing or why, but you have to stop. I don't want to hurt you." She chuckled at him.

"Come on, Ani. Look at me. Do you really think you can even scratch me? I'm more powerful than I've ever been and more than you'll ever be! I'm the one calling the shots now! Everything will go as I've invisioned! If you join me, we can take over and do anything we want!"

"This isn't right, Ahsoka. You know it. You can't go down this path and I won't go with you. What you think is making things better is only making it worse."

"I have done good, Anakin! How do you think the war ended so peacefully? How do you think all the Separatists leaders got captured and locked away? How do you think Padme finally got that you don't want her anymore?" Anakin thought on what she said. He then realized that that would explain what happened when he went to check on Padme the day Ahsoka attacked her.

_Flashback_

_After Anakin stationed more clones in the building, he went to Padme's quarters. She was sitting on her bed, still shaken up from her tramatic experience. Anakin sat next to her._

_"Are you okay, Padme?"_

_"I'm fine, Anakin. Just a little shaken up. I'll be okay." He put his arm around her._

_"That's great to hear." She removed his arm from her shoulder._

_"No, Anakin. We can't do this anymore."_

_"What? What do you mean?"_

_"I mean, there's no way we can keep up this marriage. It's illegal for you and you'll get in huge trouble."_

_"What are you talking about? We've been together for almost five years and we've never gotten caught."_

_"And I don't want to take the chance with this anymore." She took a deep breath. "Anakin, I want a divorce."_

_"But Padme..."_

_"No, Anakin. I'm serious. I can't do this anymore." She was silent for a moment. "You can still see the twins whenever you please. I won't take them from you."_

_"Padme, are you sure about this?" She took another deep breath. _

_"Yes. Now, if you'll excuse me, I have a meeting to attend. Goodbye, Anakin." She got up and exited the room._

_End of Flashback_

"So, you're the reason Padme divorced me!"

"You say that like it's a bad thing. This is what you've wanted. What we've wanted."

"I did not want it to happen that way!" She floated down to him and held his face in her hands.

"Why does it matter? We can be together now without her getting in our way. We're free to love each other without there being a anchor weighing us down." He moved her hands from his face.

"No, Ahsoka!" Her eyes turned a darker blood red.

"I WILL NOT BE DENIED! IF YOU WON'T JOIN ME, THEN YOU'RE JUST AS DISPOSIBLE AS HER!" As she gathered a ball of energy, she knocked down by another. Rubbing her head and sitting up, she saw that the Winx were no longer fighting the Specialists and they were back on the same team. Bloom floated foward.

"That's enough, Ahsoka!" Ahsoka floated back up.

"Oh, the little fairies freed their boyfriends. How touching."

"Surrender now and we won't hurt you." Stella floated next to her.

"And you might want to. It's all of us against one of you." Just then, a black portal opened between the opposing sides. A familiar voice came from the portal.

"Maybe we'll help even the odds." The portal disappeared and there stood three familiar witches. "Did you miss us, Winx?"

"The Trix!" Ahsoka was unsure of who these witches were and why they were there. Icy turned to Ahsoka.

"Valtor thought you might need a little help with these fairies. Seeing as you were outnumbered." As much as Ahsoka wanted to argue that she didn't want help, she knew that Icy was telling the truth. "I'm Icy and these are my sisters Stormy and Darcy."

"Cool."

"So, you Trix ready for another beat down?"

"Oh, we're not here to fight you Winx. Maybe next time, but for now, we're just here for her. Darcy, open the portal." Darcy cast a spell over the four of them and they disappeared in a black cloud. Anakin watched as it all happened. His Ahsoka was long gone with some witches. Bloom noticed that he was upset. She stood next to him and placed her hand on his shoulder.

"Don't worry. We'll get her back."

"Who were they? And who's Valtor?"

"They're witches. They call themselves the Trix. They've been our enemies for years." Musa stood on the other side of him.

"And Valtor is an evil wizard we've been battling for months. He's the reason we're here now. He's turned Ahsoka into what she is now."

"He sent us here to battle her because he knew that she would be stronger than us with our exact same powers. She may even be more powerful than Valtor."

"So, does that mean that she could beat him and turn back to normal?"

"I'm not sure, but as long as she has those powers and she stays on this path, she's a danger to this dimension and ours."

**I know I haven't updated anything in the longest time, but I finally was able to finish this chapter. Hope you enjoyed it.**


	8. Chapter 8

Ahsoka and the Trix transported to Valtor's new lair in the new universe. It was an abandoned Separatist base on Raxus. It was dark and lifeless. Perfect for a dark wizard such as Valtor. As Ahsoka and the witches appeared, Valtor stood and approached Ahsoka.

"Ah, Ahsoka, my dear. Are you enjoying your new powers?" She smirked evilly.

"Yes, I am. Thanks for them. And for your partners getting me away from those fairies."

"Now that you mention them, I was wondering if you would assist me in getting rid of them. I have big plans for my universe and they've gotten in my way everytime." She crossed her arms over her chest.

"What's in it for me?"

"Once I've taken over my universe and yours, I will give you complete control of this galaxy. You will be the supreme ruler and have everything your way. We are the most powerful and no one will ever be able to over run us. You will get everything you ever wanted." Ahsoka thought of this. She was very powerful and so was he. She saw it as an advantage, but also as a threat.

"You say you and I are the most powerful. Which one of us is more powerful?" He only chuckled at her.

"There is no need for dominance between us. It does not matter who is more powerful. With your help, both universes will fall at our hands." She smirked finding the mistake in his words.

"So, your plan wouldn't work without me? That means I'm more powerful. Maybe I should be the one calling the shots on this plan." Valtor scowled at her.

"Do not get any ideas! I'm in charge here! I gave you your powers and I can easily take them away from you." Ahsoka's eyes turned black.

"But I am more powerful! Meaning I can take your powers just as easy!" A dark funnel formed around the two. The Trix flew in to help Valtor, but Ahsoka easily knocked them away and they hit the metal wall. Valtor looked around him and all he could see was darkness. He looked at Ahsoka who floated in front of him glowing. She then formed a bubble around him and he fell to the ground screaming in pain and agony. His powers were literally being ripped from his body. Ahsoka absorbed all his powers as they left him. The funnel then disappeared and Valtor was on the brink of unconsciousness. Ahsoka was now garbed in dark purple one-strap top, dark purple mini skirt with black lace leggings and black boots. Her Enchantix wings were now large bat wings. Her hair was long and black with white highlights. The Trix regained consciousness and saw a more powerful Ahsoka standing over a weak and almost dead Valtor. He looked to the witches and held out his hand to them.

"Trix...help...me." Icy looked to her sisters.

"Should we, girls?" Stormy stepped beside her.

"I don't know. We did warn him that she could be more powerful." Darcy stood on the other side of Icy.

"Yeah. It's his own fault. He doesn't listen to us. Why should we help him?" They all looked down to him.

"Well, it's decided then. We are no longer with you." Ahsoka smirked at them.

"Maybe you girls will be more interested in joining me. We'll be able to destroy the Winx and take over both universes in quicker than Valtor ever could. It's time we take our rightful place as rulers over all. What do you say?" Icy looked to her sisters and they were all in agreement.

"We're in." Ahsoka smiled wider.

"Good." Icy looked back at Valtor.

"So, what do we do with him?" Ahsoka thought for a moment, then got an idea.

"I know just the thing."

**Jedi Temple**

Anakin, the Winx and the Specialists were all in the Council Chambers explaining what happened with Ahsoka and how Valtor gave her powers and she disappeared with the Trix.

"Hmm, turned dark, Padawan Tano has. A great threat, she is to us now, yes."

"Master Jedi, we will need your help if we are to stop them. Valtor is probably executing his plan as we speak since he has Ahsoka on his side. Who knows what their next move will be." Bloom agreed with her.

"Flora's right. We need to find them before they do any real damage to this universe or the Magix Dimension." Stella approached her.

"Yeah, but where do we even start?" As if on cue, a figure fell through the ceiling and almost landed on Aisha. Nabu pulled her out of the way just in time. As the smoke cleared, they saw the figure lying face down on the floor. The figure had long orange hair and a long brown jacket. Bloom cautiously leaned down and turned the body over and gasped.

"It's Valtor!" He was struggling to open his eyes. When he finally did, he saw the Winx standing over him.

"Wi...Winx." He then closed his eyes again.

"He's weak. He's dying."

"Well, I for one think we should just let him. Our problems will be solved." Anakin stepped in front.

"No. He knows where Ahsoka is. We have to keep him alive."

"Anakin's right. We need to get as much information out of him as possible. Maybe he can tell us who did this to him."

"We'll take him to Medical Wing. Master Luminara may be able to help him."

"Alright. Let's go."

**Raxus**

Darcy had just returned from dropping Valtor off at the Jedi Temple as Ahsoka commanded.

"Alright. Valtor's gone. As weak as he is, he'll be dead within minutes. Just enough time to tell the Jedi and the Winx our plans."

"Good." Stormy pondered something.

"I don't understand why you did that. If they know our plan, they'll be ahead of us in every way." Ahsoka turned to her.

"That's what we want them to think. We give them a false sense of security. They'll underestimate us and know what we can really do with a successful plan. For now, they're not an issue. It's time to execute Phase One of my plan. First, we need to get rid of the Sith lords."

"Remind me again why they're an importance."

"Because, Darcy, the Jedi have never been able to capture them and they a threat to us, believe it or not. They should be easy to get rid of with our new powers." Icy raised an eyebrow.

"'Our' new powers?" Ahsoka smirked as her dark funnel surrounded her and the Trix. All three witches were put in their own electric-looking bubbles. They were all gaining new powers. They felt the spark in their abilities and laughed evilly. The funnel disappeared and Ahsoka examined the girls, proud of her work. Icy wore a blue tube top with blue shorts and black boots. Stormy wore a burgundy tank top, red mini skirt and dark purple boots. Darcy wore a purple one sleeve top, purple skirt that reached her knees and black boots. They all work Ahsoka's marking on their necks, Togruta montrals in a circle.

"Come along, girls. We have some Sith to kill."


	9. Chapter 9

The girls and Anakin got Valtor to the Medical Wing and Luminara started working on him. Moments later, she stopped.

"This man is dying by the second. There isn't anything I can do to help him. I'm sorry."

"Thank you, Master Jedi. You did your best." She nodded and left. Obi-Wan walked in as she headed out. Valtor weakly opened his eyes. Bloom took that opportunity to ask him questions. "Valtor, who did this to you?"

"It..was...the girl. I created... a monster."

"Ahsoka did this to you? How?"

"She's...much more..powerful than me. I underestimated...her abilities. Now...I and the universe...will pay the price." Anakin stood beside the bed.

"Where is she?"

"She is...on her way to...a place called... Serenno. She said...she was going to...get rid of...the Sith." Anakin's eyes widened.

"The Sith? Did she say why?"

"She wants...to make sure that...no one gets...in her way...of taking over. She plans...to wipe out...all three Sith."

"All three? But there are only two Sith: Dooku and Ventress."

"She says...there is another. One...more powerful...than Dooku." After that, Valtor drew his last breath and disappeared. Anakin groaned in anger and frustration.

"No! That can't be it!" Musa placed a hand on his shoulder.

"Calm down. At least we know where she's heading. We have to get to her quickly."

"Musa's right. The faster we get to her, the less damage she will cause."

"And since Valtor put a curse on her, there's a chance we can reverse it with our Fairy Dust."

"Then we need to leave now. I can take you to Serenno." Bloom held Anakin back.

"No, Anakin. You have to stay. Ahsoka may try to hurt you or even turn you against us. We'll go alone. And hopefully we can bring Ahsoka back."

"But..." Obi-Wan placed a hand on his shoulder.

"Anakin, she's right. You're much too valuable and Ahsoka will harm you given the chance. You need to stay here. I know you don't like being left out of the action, but it's for your own good." He sighed in defeat.

"Fine, but bring her back."

"We'll try. Come on, guys. We have to go now." Stella took off her ring and formed it into her staff.

"Serenno, here we come!"

**Serenno**

Dooku and Ventress were in Dooku's headquarters in the mountains of Serenno. There was a hologram of a hooded man speaking.

_"The war has ended too quietly and quickly. All of our assests and leaders have been captured. You do realize how this is bad?"_

"Yes, my master. I do not know how this happened, but..."

_"I know EXACTLY how it happened! There is a very powerful fairy in this dimension."_

"A fairy, Master?"

_"Yes. I have seen her and she is very powerful. She ended the war and she must be destroyed! I want you to track her down and dispose of her." _Dooku was heistant, but saw no other option.

"Yes, my Lord." The hologram disappeared. Dooku looked to his apprentice.

"How are we to track down a fairy powerful enough to end a war and destroy her?"

"I am not sure, but we must carry out his wishes. The first problem is to find the fairy." Before Ventress could respond, the doors burst open. As the smoke cleared, Ahsoka walked through the door in her regular form.

"Hello, Dooku. Remember me?" Dooku stood.

"Well, if it isn't Skywalker's little Padawan. You're a long way from your master, aren't you?"

"That's not important to you. I don't need my master anymore." Dooku smirked.

"So be it, child. Ventress, dispose of this Jedi scum." Ventress smiled evilly.

"With pleasure, my master." Ventress ignited her lightsabers and ran to attack Ahsoka. Ahsoka simply reached out her hand and Ventress's lightsabers flew to Ahsoka's hand.

"Too easy." The Trix flew in behind her. "These are my new friends. I'll let them introduce themselves. Girls?"

"We're the Trix. I'm Icy. Witch of Ice." She froze Dooku and Ventress's bodies up to their necks.

"I'm Stormy. Witch of Weather." She summoned a twister that brought both Sith before Ahsoka on their backs.

"And I'm Darcy. Witch of the Black Arts." She summoned up two large dark monsters that broke through the ice and held the Sith down on their knees. They looked up to the young unintimidating looking girl. In a flash of lightning, she became her new fairy-witch self.

"And me? I'm your worst nightmare." Dooku's eyes widened.

"You! You are the fairy my master forwarned me about."

"Yeah. And after I'm done with you, he's next."

"Don't count on it!" A large yellow light shined in the room and the Winx appeared.

"Winx. So nice of you to join our little party."

"Yeah and soon it will end. Winx Enchantix!"

_Enchantix_  
_Magical powder_  
_Imagine the power_

"Bloom! Fairy of the Dragon Flame!"

_Enchantix_  
_Powers upon me_  
_Powerful, Magical_  
_Wonderful dimension_

"Stella! Fairy of the Shining Sun!"

_Powerful, Enchantix_  
_Incredible vision_  
_Incredible power_  
_Winx_

"Flora! Fairy of Nature!"

_Enchantix  
Magical powder  
Imagine the power_

"Musa! Fairy of Music!"  
_  
Enchantix  
Powers upon me  
Powerful, Magical  
Wonderful dimension_

"Aisha! Fairy of Waves!"  
_  
Powerful, Enchantix  
Incredible vision  
Incredible power  
Winx, _

"Tecna! Fairy of Technology!"

_Enchantix_

"Ooh, nice show. Now are we here for a fashion show or did you come to try and fight me?"

"Ahsoka, we don't want to hurt you. We just want to help you to be who you once were. This isn't you."

"You're right. This isn't me. This is a more powerful me. Someone who won't be seen as just the student, the Padawan, the apprentice. I'm the one in power now and nothing will ever make me want to go back to being Lil Soka. I'LL NEVER BE THAT AGAIN!" She shot lightning at the girls, sending them flying across the room. "Trix! Get them!"

"With pleasure." The Trix went after the Winx. When they regained their strength, the girls fought back. Ahsoka stood over the Sith, grabbed each one of their shoulders and sent lightning and fire through their bodies. Bloom got away and went for Ahsoka.

"Ahsoka!" She released the two and they fell over, dead. She turned and faced the fairy. "This is your last chance. Stand down."

"I'm not taking orders from you or anyone ever again!"

"You're not going to hurt anyone else anymore." She activated her Fairy Dust and started her spell to break Valtor's curse on Ahsoka. Ahsoka sensed what she was doing and soon felt pain and her powers dropping. She screamed and tried to fight it. The Trix heard her screams and flew over to her. They shot at Bloom and sent her flying over to her friends. They opened a portal and got Ahsoka out of there. The girls checked on Bloom.

"Bloom, are you okay?"

"Yeah, I'm fine. I started using my Fairy Dust on her and I think it weaked her a little."

"Well, the Trix have certainly gotten stronger, that's for sure."

"I noticed. The Trix might restore Ahsoka and make her stronger again. We can't beat them."

"Then, what do we do?"

"We have to contact Ms. Fairagonda. Maybe she can help."


	10. Chapter 10

The Trix took Ahsoka back to their new lair on Raxus. Once she recovered from her attack from Bloom, she noticed her hair was shorter.

"My powers are weakened. Those fairies are stronger than I thought."

"So, what are we going to do now?"

"First off, I need to regain my powers which you can help me with."

"You mean to give back the powers you gave us?"

"Something like that, Stormy." Stormy and Darcy were both skeptical of the idea, but Icy had the answer for all three of them.

"We'll do it." The two witches looked to their sister.

"What?"

"Icy, what are you thinking?"

"Hey, weakened or not, she's still more powerful than Valtor ever was and still more powerful than us. Plus, once we take over the Magix Dimension, we'll have all the power in the galaxy. Giving up our new powers for now is a small sacrifice for all that we'll soon gain." Ahsoka smirked.

"You should listen to your sister, girls. She's right." Stormy and Darcy looked to each other, then agreed. The three witches held hands with Ahsoka and returned her powers. Ahsoka's hair grew longer. When the spell was complete, they separated. Ahsoka felt just as strong as she did before. "Now, we still need to complete Phase One of my plan. There is still one last Sith to get rid of."

"Where is he?"

**Coruscant**

Anakin was anxious since the girls left for Serenno. He wanted to help Ahsoka come back to her senses. He decided to go see the Chancellor, his old friend. When he entered his office, Palpatine was sitting at his desk working on some papers. He lifted his head and smiled at Anakin.

"Ah, Anakin, my boy. Come in." He stood up and walked over to him. "How are you?"

"I've been better."

"What is the matter? You can tell me."

"It's about that fairy."

"Yes, the fairy. Does anyone know where she came from or where she is?"

"A source told us that she was heading to Serenno."

"Have the Jedi sent a search party for her?"

"Not exactly. There are other fairies that were sent here, but they're on our side. They went and they're going to turn her back to normal."

"Back to normal? What was she before?"

"She..." He clentched. "She...was my Padawan. Ahsoka Tano."

"Ahsoka. Yes, I do believe I have met before. The young Togruta."

"Yes. That's her. She's been cursed and only those fairies can break the spell and bring her back."

"I see. So, they are on Serenno. Why was she going to that Sith planet?"

"That's exactly it. She plans on killing all the Sith, but..." He trailed off in thought.

"But what, my boy?"

"The man that cursesd her was our source. He was almost dead when he got to us and he says that she said she was going to kill all three Sith. What I don't understand is how there are three when there is only Dooku and Ventress."

"Perhaps Dooku is the Padawan in the equation."

"If he's the Padawan, then who's the master?" A voice came from no one.

"He's right in front of you." Both Anakin and Palpatine looked around for the source of the voice. Ahsoka then appeared with the Trix. She had a wicked smile on her face. "Hello, Ani. Happy to see me?"

"I'm having mixed feelings."

"Well, don't worry. Your feelings will be definate real soon, but first, please step aside so I can get rid of the last Sith."

"There aren't any Sith here."

"You Jedi are so blind. I can't believe I used to be one."

"What are you talking about, Ahsoka?"

"During the war, the Separatists and the Sith were always one step up ahead of us. They always knew our next move before we made it. Why do you think that was?" Anakin tried to think of why, but he couldn't figure it out. "Because the master of the Sith and the real leader of the Separatists was the spy in the Senate. And the spy in the Senate is the one controlling the Senate."

"Do not listen to her, Anakin. She is trying to turn you against me. Against everyone you care about."

"The only one trying to turn anyone around here is you. You've been trying to turn Anakin to the Dark Side since he was a boy. You claim to want to help him, but it's all an act. An old man befriending a young boy? That's just a little odd, don't you think?"

"She's lying, Anakin. You can't trust her anymore. She can't even prove what she speaks."

"Want a bet, old man?" She reached behind her and pulled out a lightsaber that wasn't hers. "Does this look familiar?"

Palpatine's eyes widened as he saw his lightsaber in the young girl's hand. Anakin noticed this. Ahsoka smirked as she ignited it. It glowed the Sith red and her accusations were confirmed. Palpatine was the Sith. Anakin backed away from him slowly, pain and anger glowing in his eyes.

"You. I trusted you." Palpatine didn't see any reason to play the innocent role any longer.

"You are the Chosen One. You're too powerful to be a mere Jedi. Your power could be used to take control of the entire galaxy. Your power far outnumbers anyone's, including my own. I knew that once I gained your trust, I would turn you against the Jedi. Force you to believe they were holding you back and would turn against the Senate and me."

"And now your plan is ruined by me. Now, you will no longer be a threat to anyone."

"You honestly believe you can defeat me? Even with your magical powers, I am still stronger than you." He raised his hands and shot lightning at her. She lifted one hand and absorbed the lightning, causing her hair to grow a few inches longer. Palpatine was amazed and shocked by this. She barely tried to defend herself and was uneffect. She smirked deviously.

"Nice, but now it's my turn." She shot lightning back at him, stronger and more painful. He screamed and fell to his knees, writhing in pain and agony. Anakin was stunned, unable to do anything but watch. Ahsoka lifted Palpatine in the air and shot him out the window. He flew out into the city and disappeared. Anakin finally found his voice.

"You...You killed him."

"Yes, I did. Pretty cool, right?"

"Cool? You just murdered the Chancellor! That's all people are going to see." She turned to the Trix.

"Girls, head back to the lair. I'll meet you there." They nodded and disappeared. She walked up to Anakin.

"Ani, I just freed you from a prison you didn't know you were in. You're free. He can't corrupt you anymore. Can't you see that?"

"I...I don't know..." She grabbed his face in her hands and looked into his eyes.

"Join me, Ani. Join me and you'll be completely free. We'll be able to do what we want. We can rule the galaxy together. We can make our own rules and not have to take orders from anyone. We can be together without having to hide our love." He looked in her eyes and didn't see the Ahsoka he once knew and loved. He shoved her away.

"No. You're not my Ahsoka. I won't join you, but you can come back. Give up these powers and become the Ahsoka I love again." Her eyes flashed back.

"No! I will never go back to being that Ahsoka! This is the new me! You either join me or you're my enemy as well!"

"Then, I guess we're enemies." Her eyes turned back to their original blue for a moment, then turned red again.

"Fine, but know that this is the biggest mistake you'll ever make."

"I'll deal with it." After that, she disappeared. She returned to the lair with the Trix. Icy walked up to her.

"So, did he join us?" Ahsoka's eyes turned blue again.

"No. He's still with them." Stormy stood by Icy.

"So, what now?" Ahsoka's eyes returned to red.

"We continue as planned. We start Phase Two."


	11. Chapter 11

The Winx contacted Ms. Faragonda back in the Magix Dimension and explained to her everything that had happened and what they now knew about Ahsoka.

"Oh dear. The situation is much worse than I would've thought. If Ahsoka has killed Valtor, then she has no one to control her powers' limitations. She could gain so much power that you won't be able to stop her."

"But how? Where could she get all that power?"

"There is power in every dimension and universe whether it be magic or the Force where you are."

"How do we stop her? Even with our Enchantix powers, she's stronger than us."

"Bloom, you say that when you used your Fairy Dust, it weakened her."

"Yes, but her powers are bound to have been restored by now."

"Maybe, but at least this is her weakness. All of you must use your dust together and it will be strong enough to break her free of Valtor's curse."

"That may work and all, but there's still one thing I just don't quite understand."

"And what's that, Stella?"

"If Valtor's dead, how is his spell still working on her? I mean, shouldn't a spell only work if the one who cast it is still around?"

"It depends on how powerful the spell is. Some spells are strong enough to last even when the castor of the spell is deceased. This is a problem in more ways than one."

"What do you mean?"

"As powerful as this spell is, the longer it's upon her, the harder it will be break the spell because it is becoming more and more powerful and will consume her completely. It is important that you break the spell before it's too late."

"Which means we have to find her as soon as possible." Anakin then came in.

"Winx! It's Ahsoka! I just saw her!"

"Where is she?"

"I'm not sure, but I do know one thing. She has wiped out the last of the Sith. There's no telling what she'll do next. We have to get to her soon."

"We know, Anakin, and Ahsoka may be in danger of completely losing herself. If we don't break the spell soon, they'll be nothing left we can do."

"Well, how do we find her? She could be anywhere by now." There was a loud commotion out in the halls. Everyone ran out to see what was the source. They spotted Stormy terrorizing the Jedi Younglings and Padawans.

"Stormy!" She turned and smiled wickedly at the group.

"There you little fairies are!" She shot lightning at them, but Anakin blocked it with his lightsaber.

"Girls. Transform. Magic Winx! Enchantix!" They transformed to their Enchantix forms. They flew up and faced the witch. She only laughed and flew down the hall. "There's no way she's alone. The other Trix will be here."

"And Ahsoka too."

"Yes. We have to split up. Stella, you, Flora, Helia and Brandon are a group. Tecna, you're with Timmy, Nabu, and Aisha. I'll go with Sky, Musa, and Riven. If you find Ahsoka, do not face her alone. We'll contact each other if she's spotted." Anakin spoke up.

"I'm going with you."

"No, Anakin. If Ahsoka sees you, you'll be in great danger."

"It wasn't a question. I know Ahsoka only took those powers because I was neglecting her. I want to help fix this and I'm not looking for approval from anyone." Bloom still was unsure. Stella flew over to her.

"We're going to need all the help we can get, Bloom."

"She's right. Maybe with him, she may at least be distracted." Anakin smirked.

"Distractions are my specialty."

"Well...alright. You're with us. Now let's go before they hurt anyone." They all took off their different ways. Bloom's group saw Icy terrorizing a group of Younglings. She saw the group a turned to them.

"Well, well, well. If it isn't the Winx. Who wants to see my new and improved powers?" She covered the Younglings in a white cloudy mist. They screamed in pain. Before the group could do anything, the Younglings grew and their screams turned into roars and growls. The Younglings were transformed into giant ice beasts. "Destroy them!"

The beasts shot icicles from their hands at the group. Bloom cast a fire shield over everyone. The beasts then attacked the group head on. One of the swatted at Bloom, but she dodged it. She got behind it and shot a Fire Arrow at it. It roared in pain. Anakin ran over to her.

"Don't hurt them! Their still the Younglings! We have to find another way to defeat them!" Musa released a Sonic Blast.

"Well, whatever other way there is, you better think of it fast because they have every intention of hurting us." A beast grabbed Musa and threw her against the wall. She fell to the floor unconscious.

"Musa!" Before the beast got to her, Riven stepped in front of her and slashed into its chest. It roared and took a step back. Riven noticed something inside the gash. He saw a face. Then it came to him.

"Bloom! The beast aren't the Younglings! The Younglings are being held inside the monster!"

"So, the beasts must be using the Younglings as a life force. If we can free them, then the monsters with die out. And I think I know the perfect way to get them out." Bloom flew over to one of the beast. She released a Fire Arrow at it. It hit in the middle of the its chest. She was able to see the Youngling inside. She flew into the beast's chest, grabbed the Youngling, and pulled him out. The beast melted almost immediately. She placed him down against the wall. Anakin ignited his lightaber and ran up behind one of the beasts. He cut a large circle in the beast back. He kicked the slab of ice out and the beast melted. Bloom flew over to the child and released him from the ice prison. The group made quick work of the beast. When they finished, they noticed that Icy was gone and all the Younglings came to. Bloom cast a Fire Shield over them which warmed them up.

"This is only the tip of the iceberg. There has to be a reason Ahsoka decided to attack the Jedi Temple."

"Maybe she wants to get rid of anyone that could get in her way. She's already obtained every power she could possibly get in this universe. She has her powers, Valtor's powers, the power of the Sith, and the Force. She's the most powerful being now."

"Oh, Ani. Always thinking so simply." They looked for the source of the familiar voice, but didn't see her. She then appeared in front them. Her eyes were a sickly Sith yellow.

"Isn't that why you attacked here? You want to make sure you're the only powerful being alive."

"Yes. And no. You don't always have the answers, Ani. That may be your biggest flaw of all."

"But these are your friends! Your family! You grew up here! This place is your life!" Her eyes turned blood red.

"YOU'RE WRONG! THIS PLACE IS NOT MY LIFE! These people are not my family nor my friends!"

"What about Barriss and Master Plo and Obi-Wan and me? Don't we mean anything to you?" Her eyes returned to their natural baby blue. She lowered herself until her feet touched the ground and walked up to him. He clentched his lightsaber tighter.

"Of course you still mean a lot to me. You still have a chance to escape all this if you would join me."

"I will never turn against my friends or my family."

"So, you choose these people over me?" He looked her dead in the eye.

"Yes." Her eyes turned blood red again and she flew back in the air over him.

"THEN YOU CHOOSE YOUR FATE! YOU WILL DIE WITH THE OTHERS! TRIX!" The Trix appeared behind her. "DESTROY THIS PLACE AND EVERYONE IN IT!"

"With pleasure. Let's go sisters!" The Trix disappeared. Ahsoka looked down at Anakin and the group.

"You've brought this upon yourselves. I won't be seeing you again." The temple started to rumble and shake as Ahsoka disappeared.

"We have to get out of here!"

"What about the other Jedi? We just can't leave them!"

"We have to do a convergance spell. It's the only way to get everyone out." Bloom and Musa held hands. "Winx convergance!"

On different sides of the Temple, Tecna and Aisha felt the energy from Bloom and Musa. They held hands and started a convergance spell. Flora and Stella felt it as well and did the same. They all connected with each other and increased the strength of the spell. All Jedi were being moved to different parts of the galaxy. Once everyone was out, the Winx, the Specialists and Anakin were all transported to a beach on Naboo. The girls were completely drained. Back on Coruscant, the Jedi Temple was completely destroyed. Ahsoka and the Trix went back to their lair on Raxus.

"We completely wrecked that place. No one could've survived that." The Trix noticed Ahsoka wasn't as excited as they were.

"Yes, but they still got away. They scattered the Jedi all over the galaxy and they're still alive. I can sense them."

"They just refuse to die!"

"Yeah. What do we do now?" Ahsoka thought for a moment, then came to her decision.

"We go through with the plan. With the Jedi scattered, they're basically defenseless. And saving all of them, the Winx will be weak. We take this opportunity to completely take over this universe. Nothing is going to stop me from ruling over everyone."

**Hey, guys. I know it's been a while since I've updated this. It's been a while since I updated anything, but I hope you enjoyed this chapter. Please leave a nice review. NO FLAMES!**


End file.
